Rights of Inclusion. (a) Except for any Transfer of Restricted Securities pursuant to clauses (i), (ii), (iii) (in the capacity of an Offeree only) and (iv) of Section 2.4(b), if the 399 Stockholders propose to Transfer, in one or more transactions, Restricted Securities representing more than 10% of the Restricted Securities on a Diluted Basis; provided, that this clause shall apply only to the extent such Transfers otherwise subject to the Inclusion Right in the aggregate exceed such 10% threshold; to any Person (the "Buyer") (the transferor being referred to herein is the "Transferor" and the securities proposed to be so transferred, the "Transferor Shares"), then, as a condition to such Transfer, the Transferor shall cause the Buyer to include an offer (the "Article III Offer") to each of the Stockholders holding shares of the same class (and series) as the Transferor Shares who are not Transferors (collectively, the "Offerees"), to sell to the Buyer, at the option of each Offeree, that number of shares of the same class of Restricted Securities as the Transferor, determined in accordance with Section 3.1(b), on the same terms and conditions as are applicable to the Transferor Shares. (For purposes of this Section 3.1, except as set forth in Section 3.1(b), shares of all classes of Common Stock together with Equity Equivalents (on an as-if-converted basis), shall be deemed one and the same class and series of Common Stock.) The Transferor shall provide a written notice (the "Inclusion Notice") of the Article III Offer to each Offeree, which may accept the Article III Offer by providing a written notice of acceptance of the Article III Offer to the Transferor within 30 days after delivery of the Inclusion Notice.
(b) Each Offeree shall have the right (an "Inclusion Right") to sell pursuant to the Article III Offer a Pro Rata number of its shares of Restricted Securities (the "Inclusion Shares") as is sold by the Transferor (to the extent the Transferor's securities are subject to the Inclusion Right); provided, however, that each Offeree's Inclusion Shares shall include: (i) first, that portion of such Offeree's Straight Shares subject to such Offeree's Inclusion Right; (ii) second, that portion of such Offeree's Vested Shares subject to such Offeree's Inclusion Right, and (iii) that portion of such Offeree's remaining shares of Restricted Securities subject to such Offeree's Inclusion Right. Any Offeree which owns Equity Equivalents may sell pursuant to the Article III Off...
Rights of Inclusion. (a) If the Partnership has a Tag-Along Right, upon receipt of a Transfer Notice, the Partnership shall promptly provide the Other Partners holding Common Units with a copy of such Transfer Notice.
(b) Each of the Other Partners shall have a right (“Resale Right”) to sell (the “Investor Tag Sale”) its Common Units to the Partnership (the “Tag Securities”) in an amount equal to (i) the number of Parent Partnership Units permitted to be Transferred by the Partnership under the Tag-Along Right multiplied by (ii) a fraction equal to (x) the number of outstanding Tag Securities owned by such Other Partner over (y) the number of outstanding Tag Securities owned by all of the Other Partners; provided, that to the extent that any Other Partner does not elect to Transfer all or a part of its Tag Securities, the remaining Other Partners holding Tag Securities shall have the right to Transfer such amount of their respective Tag Securities equal to their respective pro rata shares of such non-Transferred Tag Securities, based upon the amount of outstanding Tag Securities owned by such Other Partner relative to the outstanding Tag Securities owned by all of such remaining Other Partners. To the extent that any Other Partner elects to sell any Tag Securities pursuant to an Investor Tag Sale, such Other Partner shall sell such Tag Securities to the Partnership which shall sell a corresponding number of Parent Partnership Units to the Parent, whereupon such Other Partner shall receive consideration for its Tag Securities equal to such Other Partner’s pro rata share of any consideration received by the Partnership from Parent pursuant to the Investor Tag Sale (the “Tag Consideration”). Concurrently with the payment of such Tag Consideration, the applicable Tag Securities purchased by the Partnership shall be deemed cancelled, whereupon the Partnership shall have no further obligations with respect thereto. Notwithstanding anything to the contrary herein, each Other Partner’s receipt of the Tag Consideration is subject to the terms and conditions of the Tag-Along Sale as provided in the Parent LP Agreement.
(c) Each Other Partner who has a Resale Right shall provide written notice to the Partnership within five (5) days of the receipt of the Transfer Notice, and any Other Partner who fails to provide such notice within such time period shall be deemed not to have exercised its Resale Right, and the Partnership shall deliver a notice to the Parent of its exercise of the “Tag-...
Rights of Inclusion. Except as provided in Section 1 and, with respect to Management Stockholders, Section 7 hereof:
(a) No Stockholder or Stockholders shall, in any one transaction or any series of related transactions (except a sale to other Stockholders pursuant to Section 2(b) hereof), transfer to a third party more than 10% of the Shares unless the terms and conditions of such transfer include an offer to each of the other Stockholders to include, at the option of each of the other Stockholders, in such transfer, a number of Shares, Warrants or Options owned by the other Stockholders determined in accordance with subsection 3(c) below. If any Stockholders (the "Offeree Stockholders") receive a bona fide offer from a third party to purchase or otherwise acquire a number of Shares or Options equal to at least 10% of the Shares, which offer the Offeree Stockholders intend to accept, the Offeree Stockholders shall then cause the third party's offer to be reduced to writing (which writing shall include an offer to purchase or otherwise acquire Shares, Warrants or Options from any of the other Stockholders according to the terms and conditions of Sections 3(b) and 3(c) hereof) and shall send written notice of the third party's offer (the "Notice") to each of the other Stockholders. The Notice shall be accompanied by a true and correct copy of the third party's offer. At any time within 15 days after receipt of the Notice, each of the other Stockholders may accept the offer included in the Notice for up to such number of Shares, Warrants or Options as is determined in accordance with the provisions of Section 3(c) below by furnishing written notice of such acceptance to the Offeree Stockholder and the third-party offeror. Any Stockholder who accepts such offer may indicate in his written notice, if he or it so elects, his or its desire to sell a number of Shares, Warrants or Options in excess of his Proportionate Percentage share thereof, stating the maximum number of Shares, Warrants or Options in excess of such Proportionate Percentage which such Stockholder desires to sell (such Stockholder's "Excess Amount"), which amount, together with such Proportionate Percentage, shall not exceed the lesser of (i) the total number of Shares, Options and Warrants owned by such Stockholder and (ii) the total number of Shares, Options and Warrants offered to be purchased by a third party purchaser.
(b) If within 15 days after the receipt of the Notice any of the other Stockholders has not a...
Rights of Inclusion. (a) No Stockholder shall, directly or indirectly, Transfer, in any single transaction or series of related transactions to one or more Persons who are not Affiliated Successors of such Stockholder (each such Person an "Inclusion Event Purchaser") shares of any series or class of Company Stock (collectively, "Inclusion Stock") in circumstances in which, after giving effect to such Transfer, whether acting alone or in concert with any other Stockholder (such parties referred to herein as "Selling Stockholders") would result in such Selling Stockholder(s) Transferring twenty-five percent (25%) or more of the outstanding shares of any such class of Inclusion Stock (for purposes of this Section 4.3, in the event that the Inclusion Stock is Series C Preferred Stock, Series D Preferred Stock shall also be deemed to be Inclusion Stock and the Series C Preferred Stock and Series D Preferred Stock shall be deemed to be one class of Preferred Stock for purposes of this Section 4.3) (for purposes of this Section 4.3, in the event that the Inclusion Stock is Series E Preferred Stock, Series F Preferred Stock shall also be deemed to be Inclusion Stock and the Series E Preferred Stock and Series F Preferred Stock shall be deemed to be one class of Preferred Stock for purposes of this Section 4.3) outstanding on the date of such proposed Transfer on a fully diluted basis (excluding for such purposes the Series A Preferred Stock and Series B Preferred Stock) (an "Inclusion Event"), unless the terms and conditions of such sale to such Inclusion Event Purchaser shall include an offer to AT&T PCS, the Cash Equity Investors and the Management Stockholders other than the Selling Stockholder (each, an "Inclusion Event Offeree") to Transfer to such Inclusion Event Purchasers up to that number of shares of any class of Inclusion Stock then Beneficially Owned by each Inclusion Event Offeree that bears the same proportion to the total number of shares of Inclusion Stock at that time Beneficially Owned (without duplication) by each such Inclusion Event Offeree as the number of shares of Inclusion Stock being Transferred by the Selling Stockholders (including shares of Inclusion Stock theretofore Transferred if in any applicable series of related transactions) bears to the total number of shares of Inclusion Stock at the time Beneficially Owned (without duplication) by the Selling Stockholders (including shares of Inclusion Stock theretofore Transferred if in any applicable series of ...
Rights of Inclusion. 18 3.2 Article III Sales................................................................... 19
Rights of Inclusion. 4 7.1 Notice of Rights of Inclusion. . . . . . . . . . . . . . . . . . . 4 7.2
Rights of Inclusion. (a) Except for (i) any Transfer of Restricted Securities to a Permitted Transferee, (ii) any Transfer of Restricted Securities pursuant to a Demand Registration, a Piggyback Registration or a Rule 144 Transaction, and (iii) other Transfers of Restricted Securities (other than Transfers in respect of which an Inclusion Notice is delivered pursuant to this Section 10.2(a)) which, in the aggregate, comprise less than 20% of the LIH Stockholders' Original Ownership Level, and subject to paragraph (f) below, if any or all of the LIH Stockholders (the "Transferors") propose to Transfer any Restricted Securities (the "Transferor Shares") to one or more persons (the "Buyer"), then as a condition of such Transfer, the Transferors shall cause the Buyer to include a written offer (the "Section 10.2 Offer") to each of the BancBoston Stockholders, Liberty Mutual Stockholders and Mezzanine Stockholders (collectively, the "Offerees"), to sell to the Buyer, at the option of each Offeree, that number of shares of Restricted Securities determined in accordance with Section 10.2(b), on the same terms and conditions as are applicable to the Transferor Shares, all of which terms shall be specified in the Section 10.2
Rights of Inclusion. (a) The Investor agrees not to Transfer (as defined in Section 5.1) all or any portion of the shares of Common Stock or other Securities it holds to any Person (individually, a “Third Party” and, collectively, “Third Parties”) unless each Existing Stockholder is given an opportunity to sell to the Third Party such number of shares of Common Stock or other Securities owned by such Existing Stockholder as is determined in accordance with Subsection 3.3 of this Section 3; provided, however, that the Existing Stockholders shall have no rights pursuant to this Section 3 with respect to Transfers by the Investor or a Permitted Transferee of the Investor of Securities (i) to any Permitted Transferee of the Investor, (ii) to any limited or general partner or employee of FSEP V, (iii) to any partner or member or employee of any Permitted Transferee of the Investor, or (iv) to any member of the immediate family or to any family trust of any Person described in subclause (ii) or (iii) above.
(b) Each of the Existing Stockholders agrees not to Transfer (as defined in Section 5.1) all or any portion of the shares of Common Stock or other Securities he holds to any Third Party unless the Investor is given an opportunity to sell to the Third Party such number of shares of Common Stock or other Securities owned by the Investor as is determined in accordance with Subsection 3.3 of this Section 3; provided, however, that the Investor shall have no rights pursuant to this Section 3 with respect to Transfers by the Existing Stockholders to any Permitted Transferee of the Existing Stockholders.
Rights of Inclusion. 19 3.2 Article III Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Rights of Inclusion. Law and Identity in the Life Stories of Americans with Disabilities. Chicago: Chicago University Press. Xxxxx Xxxxx, Xxxxx. 1988. Legal Pluralism. Law and Society Review, 22(5), 869-896.
